ams OSRAM announces extension of its cash tender offer for its 10.500% Senior Notes due 2029

NOT FOR DISTRIBUTION OR RELEASE IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW AND OTHER APPLICABLE LAWS.

ams OSRAM announces extension of its cash tender offer for its 10.500% Senior Notes due 2029

Premstätten, Austria, and Munich, Germany (November 6, 2026) -- ams OSRAM announced today the extension of its cash tender offer for its outstanding 10.500% Senior Notes due 2029.

ams-OSRAM AG (the “Issuer”) announced today that it has amended the terms of the cash tender offer to holders of its outstanding 10.500% Senior Notes due 2029 (Reg S ISIN: XS2724532333; 144A ISIN: XS2724532416) (the “Notes”) for up to €597.0 million (the “Offers”) to postpone the expiration date from 5:00 p.m. Central European time, on November 16, 2026 to 5:00 p.m., Central European time, on December 3, 2026 (as so extended, and as may be further extended, the “Expiration Deadline”). The settlement date for the Offers is currently expected to be December 8, 2026.

The Offers are being made in connection with the Issuer’s previously announced disposals of (i) its non-optical analog/mixed-signal sensor business to Infineon and (ii) CMOS Image Sensor business to indie Semiconductor Inc.

More information regarding the Offers is set forth in the Issuer’s offer to purchase, dated September 30, 2026 (the “Offer to Purchase”).

Kroll Issuer Services Limited, the tender agent for the Offers (the “Tender Agent”), has advised the Issuer that, as of 5:00 p.m., Central European time, on November 4, 2026, approximately €6,400,000 in Original Nominal Amount of Notes (as defined in the Offer to Purchase) have been validly tendered. 

The complete terms and conditions of the Offers are described in the Offer to Purchase, copies of which may be obtained from the Tender Agent, at https://deals.is.kroll.com/ams-osram, by email at ams-osram@is.kroll.com, by telephone at +44 20 7704 0880.

HSBC Continental Europe is acting as the dealer manager in connection with the Offers (the “Dealer Manager”). Requests for information in relation to the Offers should be directed to HSBC Continental Europe by email at LM_EMEA@hsbc.com or telephone at +44 20 7992 6237.

Important notice:

Neither this announcement, the Offer to Purchase nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to any of the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful, including in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Manager or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. Persons into whose possession this announcement and the Offer to Purchase come are required by each of the Issuer, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions. The Offers are made solely pursuant to the Offer to Purchase.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to any of the Offers. If any Noteholder is in any doubt as to the action it should take, it is recommended to immediately seek its own financial advice, including tax advice relating to the consequences resulting from the Offers, from its broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to any of the Offers.

This announcement and the Offer to Purchase do not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. 

United Kingdom

This announcement and the Offer to Purchase are being distributed only to existing Noteholders and are only addressed to such existing Noteholders in the United Kingdom where they would (if they were clients of the Issuer) be per se professional clients or per se eligible counterparties of the Issuer within the meaning of the rules of the Financial Conduct Authority (“FCA”). This announcement and Offer to Purchase are not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of the Offer to Purchase should note that the Issuer is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Issuer or for providing advice in relation to any of the Offers.

In addition, the communication of this announcement, the Offer to Purchase and any other documents or materials relating to any of the Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, persons outside the United Kingdom or those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

European Economic Area (EEA)

In any European Economic Area (EEA) Member State (the “Relevant State”), the Offers are only addressed to and are only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).

Each person in a Relevant State who receives any communication in respect of any of the Offers contemplated in the Offer to Purchase will be deemed to have represented, warranted and agreed to with the Dealer Manager and the Issuer that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

Information Regarding Forward-Looking Statements

Certain statements included herein may constitute forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts included herein. These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, terms such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “will” or “would” or, in each case, their negative, or other variations or comparable terminology.

Any forward-looking statements are only made as of the date of this announcement, and we do not intend and do not assume any obligation, to update forward-looking statements set forth in this announcement, whether as a result of new information, future events or otherwise.